TORONTO and GLIL YAM, State of israel —
IM Cannabis Corp. (the “Visitor” or “IMC”) (NASDAQ: IMCC) (CSE: IMCC), an international medical cannabis company, is pleased to denote a non-brokered private placement of a minimum of 400,000 units and a maximum of 2,960,000 units of the Company (each a “Unit of measurement”) at a cost of United states$1.25 per Unit for aggregate gross gain of a minimum of United states$500,000 and a maximum of Us$iii,700,000, which volition exist offered for sale to purchasers resident in Canada (except Quebec) and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Function 5A of National Instrument 45-106 – Prospectus Exemptions (the “Listed Issuer Financing Exemption Offer” or “LIFE Offering”). Each Unit consists of one common share of the Company (each a “Mutual Share”) and one Common Share buy warrant (each a “Warrant”). Each Warrant entitles its holder to purchase one additional Common Share at an practice cost of The states$ane.50 for a menses of 36 months from the date of upshot. The Listed Issuer Financing Exemption Offering volition be led by Marc Lustig, Executive Chairman of the Visitor. The Listed Issuer Financing Exemption Offering is expected to be completed in multiple closings, with the first closing expected to occur on or about Jan 16, 2023 and the concluding endmost to occur no later than March 2, 2023. The securities issued pursuant to the Listed Issuer Financing Exemption Offering will not be discipline to whatever statutory hold period in accord with applicable Canadian securities laws.
At that place is an offering document related to the Listed Issuer Financing Exemption Offer that can be accessed nether the Company’s profile at world wide web.sedar.com and on the Company’s website at www.imcannabis.com. Prospective investors should read this offering document before making an investment decision.
Concurrent with the Listed Issuer Financing Exemption Offering, IMC is selling, on a non-brokered individual placement basis, an additional ii,000,000 Units on the same terms and at the same price for additional aggregate gross gain of U.s.$two,500,000 (the “Concurrent Offering”). The Concurrent Offering volition be led by Company insiders, including Oren Shuster, Master Executive Officer and Director of the Company. The securities issued pursuant to the Concurrent Offering volition be subject to a statutory hold menstruum of iv months and one day in accordance with applicative Canadian securities laws. Endmost of the Concurrent Offering is expected to occur on or about January xvi, 2023. The aggregate gross proceeds from the Listed Issuer Financing Exemption Offering and the Concurrent Offering shall be up to US$v,500,000
The Company intends to use the net proceeds from each of the Listed Issuer Financing Exemption Offering and the Concurrent Offer for general working capital purposes. Completion of the Listed Issuer Financing Exemption Offering is not conditional upon the completion of the Concurrent Offer or vice versa.
Equally a result of the expected participation by insiders of the Company, each of the Listed Issuer Financing Exemption Offering and the Concurrent Offering may be considered a “related party transaction” pursuant to Multilateral Musical instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company expects that both the Listed Issuer Financing Exemption Offer and the Concurrent Offer will be exempt from the requirements to obtain a formal valuation and minority shareholder blessing, respectively, because the off-white market value of the Insiders’ participation in each example volition be below 25% of the Company’s market capitalization for the purposes of Sections 5.v(a) and 5.vii(1)(a) of MI 61-101.
None of the securities accept been registered under the United States Securities Act of 1933, as amended (the “U.Southward. Securities Deed”), or whatsoever country securities laws. Accordingly, the Units may non be offered or sold within the United states of america, its territories or possessions, whatsoever country of the United states or the District of Columbia (collectively, the “U.s.”) or to, or for the account or benefit of, U.Due south. persons (as such term is defined in Regulation Due south under the U.S. Securities Act) unless registered nether the U.Due south. Securities Act and all applicable state securities laws or an exemption from such registration requirements is available. This press release does non institute an offer to sell or a solicitation of an offer to buy any Units within the United States or to, or for the account or benefit of, U.S. persons.
Update on Trichome Financial Corp. Insolvency Proceedings
On Jan 9, 2023, the Ontario Superior Courtroom of Justice issued an gild in respect of a move brought past Trichome Financial Corp. (“Trichome”) and sure of its wholly-endemic subsidiaries (collectively with Trichome, the “Trichome Group”) to approve, among other things: the auction and investment solicitation process (the “SISP”) in respect of the business and assets of the Trichome Group; and a stalking horse share purchase agreement (the “Stalking Equus caballus Buy Agreement”) betwixt the Trichome Group and L5 Capital Inc. (the “Purchaser”) dated Dec 12, 2022, solely for the purposes of acting as the stalking horse bid in the SISP (the “Stalking Horse Bid”). The SISP establishes a procedure to solicit interest for the sale of whatsoever or all of the Trichome Grouping’s businesses and assets.
At the decision of the SISP, and pursuant to its terms, if the Stalking Horse Bid is selected equally the successful bid, the Trichome Group volition seek an approval and vesting club (an “AVO”) from the Court authorizing the Trichome Group to proceed with the transaction contemplated nether the Stalking Horse Buy Agreement. Pursuant to the Stalking Equus caballus Purchase Agreement, the Purchaser will acquire all of the issued and outstanding shares in the majuscule of Trichome JWC Acquisition Corp. (“TJAC”), MYM Nutraceuticals Inc. (“MYM”), and their corresponding subsidiaries, Trichome Retail Corp., MYM International Brands Inc. (“MYMB”) and Highland Grow Inc. (collectively, the “Purchased Entities”). The consideration payable under the Stalking Horse Purchase Agreement is approximately C$6,300,000 and includes a base cash purchase price of C$5,000,000 and certain deferred consideration payable pursuant to secured limited recourse promissory notes.
The Stalking Equus caballus Purchase Agreement contemplates a reverse purchase transaction where the Purchaser will acquire, pursuant to the AVO, the Purchased Entities and their respective avails, free and clear of any and all claims and liabilities (collectively, the “Excluded Claims and Liabilities”) other than those specifically assumed pursuant to the Stalking Equus caballus Purchase Agreement. Pursuant to the Stalking Horse Purchase Agreement and the AVO, the Excluded Claims and Liabilities are expected to be transferred to residual entities to be incorporated by Trichome, TJAC, MYM and MYMB, equally applicable.
The Stalking Horse Buy Agreement constitutes a related political party transaction every bit the Purchaser is an entity controlled by Marc Lustig, who is a director of Trichome and the Executive Chairman of the board of directors of the Company. The Company expects to rely on Sections 5.5(f) and 5.7(1)(d) of MI 61-101 for exemptions from the requirements to obtain a formal valuation and minority shareholder approval, respectively, because the transaction will exist completed as part of the CCAA proceedings pursuant to an order of the Court, provided that the Court is brash of the requirements under MI 61-101, and the court does not require compliance with Section 5.4 of MI 61-101.
About IM Cannabis Corp.
IMC (Nasdaq: IMCC) (CSE: IMCC) is an international cannabis company that provides premium cannabis products to medical patients in Israel and Germany, two of the largest medical cannabis markets. The Company has recently commenced exiting operations in Canada to pivot its focus and resources to attain sustainable and profitable growth in its highest value markets, Israel and Frg. The Company leverages a transnational ecosystem powered by a unique data-driven approach and a globally sourced product supply chain. With an unwavering commitment to responsible growth and compliance with the strictest regulatory environments, the Visitor strives to dilate its commercial and make power to become a global high-quality cannabis player.
The IMC ecosystem operates in Israel through its commercial human relationship with Focus Medical Herbs Ltd. (“Focus Medical”), which imports and distributes cannabis to medical patients, leveraging years of proprietary data and patient insights. The Company also operates medical cannabis retail pharmacies, online platforms, distribution centers, and logistical hubs in State of israel that enable the safe delivery and quality control of IMC products throughout the entire value chain. In Germany, the IMC ecosystem operates through Adjupharm GmbH, where it distributes cannabis to pharmacies for medical cannabis patients. Until recently, the Company likewise actively operated in Canada through Trichome and its wholly-owned subsidiaries TJAC and MYM, where information technology cultivated, processed, packaged, and sold premium and ultra-premium cannabis at its own facilities nether the WAGNERS and Highland Grow brands for the developed-utilize marketplace in Canada. The Visitor’s Canadian operation continues to export premium and ultra-premium medical cannabis to State of israel. The Company is exiting operations in Canada and considers these operations discontinued. For more information, please visit http://www.imcannabis.com.